


The Queen's Mercy

by Spoonfed



Category: My Little Pony: Friendship is Magic
Genre: Corruption, Deepthroating, Dom/sub, F/F, Futanari, Impregnation, Large Cock, Mind Break, Other, Rape/Non-con Elements, Rough Oral Sex, Rough Sex, Sex, Transformation, facefuck
Language: English
Status: Completed
Published: 2020-05-13
Updated: 2020-05-13
Packaged: 2021-03-02 18:33:57
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 1
Words: 7,628
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24161395
Author URL: https://archiveofourown.org/users/Spoonfed/pseuds/Spoonfed
Summary: They thought the danger was over. The swarm had been defeated and the changelings were permanently expelled from Equestria.But Queen Chrysalis had been hard at work, brooding on her revenge for the embarrassment she'd suffered in Canterlot. One of the Elements had already fallen to her, and now Rarity too finds herself in the clutches of the vicious changeling. Yet Chrysalis has no desire to toy with her victim personally, instead, she uses the event as an opportunity to confirm the loyalty of her new protege.
Relationships: Rarity/Twilight Sparkle (My Little Pony: Friendship is Magic)
Kudos: 18





	The Queen's Mercy

Rarity groggily opened her eyes, looking around the unfamiliar room. Her body was bound to the wall with green translucent ooze. Slowly, the awareness of the strangeness of her surroundings started settling in within her mind. The mare still needed a few moments to process the horror of the situation, her expression going steadily from confused to mortified with every next glance on the slimy walls around her. As she unsuccessfully tried to move her arms, she understood that they too have been secured in place by the dreadful substance.

The area around was dimly illuminated by the ominous green light that radiated from the slime that covered the walls. That was enough for Rarity to start discerning the details of the place she had found herself in. But very quickly she wished for the comfort of ignorance, as none of what she saw made her feel any better.

She appeared to be in a cave, completely surrounded by impenetrable tunnel walls. Their dark grey stone texture was marred with bits of strange, but oddly familiar green goo, and in places completely covered in thick globs of the stuff. The sight was unappealing, to say the least, and immediately brought to Rarity’s mind some very disturbing memories.

The mare took a deep breath, concentrating on summoning her magic in an attempt to free herself from the ooze that bound her to the wall. But to her ever-increasing horror, only a small spark escaped her horn as she suddenly found herself unable to perform even the simplest spell. It didn’t matter how much she pushed herself, no effort on her part was enough to draw out her arcane powers.

Law-abiding unicorns rarely, if ever, have to deal with magical restrictions in the modern Equestria, and most have not yet experienced the dread of encountering them, unprepared for the feeling of utter helplessness as their most innate and extensive powers are forcefully taken from them. Rarity, though, already had the misfortune of being in the role of a damsel in distress ‘thanks’ to her many adventures with her friends. And not even once. Which was probably the only thing that allowed her to keep herself composed even in these dire circumstances. The shock of capture and imprisonment had worn off, replaced with a growing confidence that her friends will certainly be looking for her.

But as she was finally taking hold of herself, a sudden sound disturbed her shaky psyche. One of the large patches of slime on the wall started dissolving, revealing a previously covered and seemingly the only entrance to Rarity’s cell. The question that was plaguing her mind – “Where’s the exit from this damn place?” – had been conclusively answered, yet her hopes of seeing a rescuer enter the room were dashed just as swiftly, as none other than Queen Chrysalis herself stepped in through the passage.

Her dark body glistened softly in the weak green light emitted by the surrounding slime, making her appear even more menacing than usual. But Rarity was only filled with disdain and hatred for the already-familiar foe, now finally putting two and two together as the terrible situation she’d gotten into began clearing up. Images of a changeling attack had been running through her mind ever since she opened her eyes and first saw the ooze that had covered the walls of the cave around her. Yet she didn’t want to believe that Equestira’s most notorious pests were back again, still intent on subjugating and corrupting the nation.

Chrysalis didn’t seem to be paying much attention to her prisoner though, turning around and guiding another female changeling into the room. There was something strangely familiar about that particular specimen, something that unsettled Rarity quite a bit.

“It’s time for you to demonstrate your loyalty to the hive, young one.” Chrysalis’s voice was low, but in the enclosed space of the still, cavernous room Rarity could easily discern every word even from a distance. “I know you have a history with this one, which will make your task more difficult… or more pleasurable –“ The queen’s lips spread in a wide, evil smile “– depending on whether you are ready to lead the changeling swarm with me. But I know for sure, that at the very least, _I_ will enjoy the sight of you breaking in your dear friend.”

“I’m ready, my Queen.” The changeling bowed lightly, barely giving a glance to the prisoner. This one was different from the changelings that Rarity had seen before, brandishing a more powerfully built body and giving out an impression of authority similar to Chrysalis’s own, like some kind of changeling princess. The multicolored purple locks that covered her head brought a strange sense of dark premonition to Rarity as gears started turning within her mind.

“Then I’m sure you’ll find the experience just as pleasant as I anticipate it to be for me,” Chrysalis answered in a slow, measured tone. Her voice sent chills down Rarity’s spine – the mare struggled to accept the casualness with which the pair was discussing her coming violation.

And as the changeling finally turned to Rarity, solemnly advancing toward her with a determined but resentful look, something clicked within the mare’s mind.

“Twi… Twilight? Is that you? We… we have searched everywhere…”

“Clearly, you haven’t,” Chrysalis answered instead of her servant, smiling viciously. “Your little friend has decided to join the hive, certainly a much better alternative to being a citizen of a soon-to-be-forgotten kingdom. One, that you also might want to consider accepting.”

Rarity didn’t even deign the insulting offer with a single second of thought before verbally throwing it into Chrysalis’s face. “You will answer for this, monster! Whatever you did to Twilight won’t last forever. And we will put you down for good this time.” The mare tried to look menacing, but that was quite difficult to do while being bound to the wall and completely powerless. Unsurprisingly, Chrysalis only laughed in response.

“Right now, ‘you’ are just a scared little pony, a prey to those who are stronger and more cunning than you. It’s too late to be thinking of putting anyone down, better ponder on your own fate, while you still can.” The changeling queen licked her lips, in what might be considered to be seductive fashion under different circumstances. At the moment though, Rarity felt little more than disgust at the obscene gesture.

“Do you worst, fiend. I will never surrender to you.” She replied with solemn confidence, having accepted the dire circumstances of her predicament, yet still vowing to resist the changeling’s advances.

“You still think you have a choice?” Chrysalis smiled wickedly, brandishing her fangs. “I don’t need your agreement, as my faithful servant will soon demonstrate. Look into her eyes and see the future that awaits you.”

As if on cue, Twilight, or at least her changeling manifestation, stepped closer, covering Chrysalis from Rarity’s sight. The mare couldn’t stop herself from staring in the changeling’s cold cruel eyes. There was still a spark of life present within, but it seemed wrong, somehow corrupted or subjugated by the evil queen.

“This is a trick! Some foul changeling magic. The real Twilight is still there, imprisoned within this monstrosity, I know.” Or maybe this wasn’t Twilight at all? One could never trust a changeling to be honest with anything – they were masters of deception after all, always on the prowl for vulnerable targets. And mimicking other ponies was exactly the kind of thing they knew how to do best.

Yet there was something special about this particular changeling. And there was little apparent purpose for such trickery under current circumstances, with Rarity safely imprisoned and completely under their control already. Still, she found it difficult to accept that the vile thing that was standing before her was actually one of her best friends.

“It’s pointless to resist, Rarity.” The changeling finally spoke up, addressing the mare directly for the first time. “But don’t worry, you will find it most pleasant to serve our kind Queen.”

Even her voice seemed wrong. Rarity could still discern Twilight’s usual intonations, but they were clearly impacted significantly by her transformation. And the things that she was saying…

“What are you talking about, Twilight?! Please, tell me… tell me the real you is still there.” Rarity felt tears welling up in her eyes as she looked upon the face of her former friend. No threat could hit her as hard as the sight of Twilight being reduced to such a state.

“This is the real me. I know it’s difficult for you to accept it, but soon you will understand how lucky we are to receive such a gift from our Queen.” Twilight stepped even closer, raising her hand and putting it on her friend’s head. A moment later her horn started glowing and Rarity felt a strange calmness spreading through her mind and body.

For a second, she was almost willing to accept the wisdom in Twilight’s words, but she shook the notion away immediately as her head started clearing after the sudden intrusion. Twilight didn’t stop there, though, moving her arm down Rarity’s body, until she reached the green slime that bound the mare to the wall. Just one touch from her finger was enough to start quickly dissolving the unpleasant substance, freeing Rarity from her restraints.

The mare fell to her knees as she became suddenly aware of the weakness that spread through her body after being forced into staying in one position for so long. She recovered quickly enough, but before she could begin getting back up Twilight put her hand onto Rarity’s head, directing her to stay in place.

The captured mare found herself directly in front of her friend’s crotch and immediately something strange caught her attention. Changelings didn’t usually wear a lot of clothes, and Twilight wasn’t an exception, with only a loincloth covering her nethers right now. But Rarity was pretty sure there wasn’t supposed to be a bulge in a fabric, and certainly not one of such size as the one she saw between Twilight’s legs.

“This is another gift from our Queen. It also happens to be the tool I’m going to use to break you.” Twilight commented almost casually as she noticed where Rarity’s sight was directed. Not even giving the mare an opportunity for response, Twilight gripped Rarity’s head and pulled her in, pressing her friend’s face into the bulging fabric. “Do you feel it?”

Rarity certainly could feel… something. Something firm and large, pulsing with hidden power. Twilight started to grind Rarity’s face across the whole length of the thing, giving the mare a good idea of what exactly was covered by the thin fabric, if her first impression wasn’t yet enough. Rarity didn’t feel like she needed any more evidence to come to a final conclusion, but Twilight still generously supplied her with an additional amount, pressing the mare’s nose into the cloth and keeping her there until she took several breaths.

A strong stench of cock filled Rarity’s nostrils as potent changeling pheromones traveled into her lungs. Almost immediately her own nethers responded to the stimulant, trembling slightly in the near presence of the powerful masculine organ.

Rarity felt intoxicated once Twilight finally released her, letting her move her head back. She looked on with a stupefied expression as Twilight lifted her loincloth and moved it away, revealing her shaft to the mare’s sight.

The changeling’s ovipositor looked quite similar to a stallion’s cock, except this one was quite a bit bigger than anything Rarity has ever had to deal with. The thing would’ve looked threatening even if Twilight didn’t just tell Rarity that she planned to violate her with it. It didn’t seem to be fully hard yet, still hanging with a slight limp to it. But just before her eyes it twitched, filling up with more blood and growing just a little bit bigger.

Rarity almost jumped as she felt Twilight put a hand onto her head again and roughly grab her rich purple locks. A stray thought ran through her mind, carrying the rightful indignation of the stylish mare at having her hairdo ruined. But it was quickly replaced with a much more pressing consideration as Twilight began pulling the mare back to her exposed shaft.

Rarity found it difficult to resist Twilight’s actions, still hazy from inhaling the intoxicating dick stench. Without much effort at all, the changeling mare pressed Rarity’s snout into her cock, dragging her former friend‘s lips across its length. The foul taste of unwashed changeling privates seeped into Rarity’s mouth despite her attempts at keeping it tightly closed. Twilight seemed to delight in pressing her cock into the mare’s lips and forcing them open to give Rarity a little sample of her shaft’s taste.

“Come on, Rara, let me feel your soft tongue, don’t hide it,” Twilight called out from above, pressing the head of her cock into Rarity’s lips with increasing assertiveness. The sticky slime that was periodically discharged from its slit in thick voluminous globs was steadily smeared across Rarity’s face, leaving her beautiful white skin glistening with pre.

Despite the disgust that Rarity felt at having such an obscene thing pressed so forcefully into her muzzle, there was also a small amount of depraved curiosity slowly awakening within her mind. She couldn’t deny how hot and bothered such a near presence of a mighty masculine tool made her and it was increasingly more difficult to keep herself from simply opening her mouth and letting its nasty flavor overwhelm her taste buds. For some reason, that same rancid smell that revolted her so much had also sent pleasant tingles running through her crotch, making her hornier than she thought she’d ever be in such a situation.

Twilight was getting increasingly impatient to push her cock into Rarity’s mouth, eventually lowering her other arm and pinching the mare’s nose between her fingers. “Don’t be a picky eater, Rarity. Open up or I’ll have to do it myself.” The mare-turned-changeling tugged on her friend’s nose, dragging Rarity’s face left to right across her shaft.

It was becoming increasingly obvious to the captive mare that she won’t be getting out of here unmolested. Whatever resistance she offered, her jailers could easily overpower it with the amount of control they had over her now.

Twilight let Rarity breathe again, releasing her nose and giving her one more chance to surrender on her own. The mare’s lips slowly opened up just a bit, letting her tongue move out and leave a small delicate lick on Twilight’s cockflesh. Rarity was almost scared of just how easy it was to simply let her rising desires take control and start indulging in the sour taste of changeling’s privates.

Twilight’s cock throbbed again, releasing another helping of syrupy pre-cum. Almost unwittingly, Rarity positioned her lips around Twilight’s slit, sucking a large portion of the thick liquid inside her mouth as soon as it left her friend’s shaft. And while the flavor of that nasty cockslime was absolutely detestable, brutishly dominating her refined taste buds with its pungent salty rank, the utter obscenity and filthiness were somehow making Rarity want it even more.

And Twilight wasn’t about to give her captive any time to recover, immediately pushing her cock with increased strength into Rarity’s face and finally forcing the fat cockhead into the mare’s mouth. If Rarity wasn’t satisfied with the amount of pre she’d received before, now she had a near-endless supply of that thick nasty liquid ready to be delivered straight into her gullet. Whenever a particularly powerful pulse coursed through Twilight’s shaft, another portion of her viscous pre-cum flowed out, depositing safely within the cozy confines of Rarity’s mouth.

And yet Twilight continued on, pushing her cock even deeper between the mare’s lips. Rarity felt the increased pressure of Twilight’s hand on the back of her head, forcing her to gobble up more of the changeling’s massive black shaft. Small beads of moisture started appearing in Rarity’s eyes as her mouth was strained by the unyielding pressure of ever more inches of Twilight’s firm cock. And as its tip reached the mare’s throat, the first tears began rolling down her cheeks.

Rarity’s every breath carried another dose of cockstench into her lungs, but now even that wasn’t much of a concern for her. All of her attention was focused on Twilight’s slowly nearing crotch and the convulsions that started spreading through her throat in a futile attempt to push back the fleshy intruder. Unfortunately, the only thing that had accomplished was to give Twilight even more pleasure as Rarity’s spasming muscles stimulated the changeling’s shaft.

“Ahhh~! Good job, Rarity. Don’t relax; struggle some more for me – that feels _really_ good, haha.” Twilight laughed as her friend gurgled pathetically, choking on her cock. The increased resistance only made Twilight push her cock even harder into Rarity’s mouth, steadily forcing inch after inch inside. Rarity could feel the thick head of Twilight’s dick descending further within the depths of her throat, scrubbing along its walls and periodically oozing out huge wads of pre-ejaculate.

Twilight was getting more and more consumed by her own perverted lust, driven by the pleasure of submerging her shaft so deep inside Rarity’s warm mouth. She rose up to her toes from the increasingly more powerful sensations. But that only made her want more, and in one last forceful move, she pushed the rest of her cock inside, completely disregarding Rarity’s panicked protests. Twilight didn’t even stop when her whole length was safely between the mare’s lips, continuing to press Rarity’s muzzle into her crotch while at the same time pushing forward with her hips.

Rarity quickly descended into a sputtering, gurgling mess as what little comfort she had left was taken from her. And all the time, the mare was painfully aware that her own nethers were eagerly responding to the violation of her throat, trembling pleasantly in the anticipation of the same treatment. Rarity struggled to come to terms with her conflicted feelings as the perverted joy of being used and abused by her friend was quickly overwhelming her reason. Even as Twilight finally let her pull back and rest for a moment, the first thought that appeared inside Rarity’s head was a strange desire to push herself forward and press her nose into Twilight’s crotch again. The fact that her throat was still burning from the abuse and her eyes were overflowing with tears didn’t seem to bother Rarity nearly as much as it should.

But she didn’t have much time to ponder on the sudden change in her priorities – Twilight gave her barely a moment to get a hold of herself before pulling her in again and pushing the whole length of her dick inside Rarity’s mouth. Only now, instead of pressing the mare’s snout into her crotch, she was simply thrusting in and out rhythmically, steadily fucking her friend’s face.

Rarity didn’t know what was better worse: being held in place with a huge drooling horsecock lodged deep inside her gullet, or getting violently facefucked by the same thing. Luckily for her, Twilight had relieved her of a terrible burden of making a choice, sealing the fate of her throat as Twilight’s personal fleshlight without any regard for the mare’s opinion on rough oral sex. In fact, the changeling princess seemed to delight in the inner struggle within Rarity’s mind, enjoying the conflicted expression on the mare’s face as she was forced to take much more stinking cockflesh between her lips than she’d ever expected to.

“Massage my balls with your hands too, Rara, don’t be lazy,” Twilight said to the coughing and sputtering wreck of a mare below her. She didn’t bother to give her victim even a second of respite to fulfill the command, simply continuing to piston her cock inside the mare’s throat at full speed.

Rarity knew that she should simply ignore the demeaning order – the brutal violation of her mouth should’ve been more than enough to keep Twilight entertained. But that same depraved curiosity that had already led her to surrendering her throat to the changeling was steadily forcing her arms upwards and guiding them beneath Twilight’s crotch. Now that her perverted interest has been piqued, she found herself desperately wanting to feel what kind of accessories were accompanying Twilight’s monstrous cock.

It was difficult for Rarity to move with any kind of grace as her head was constantly dragged backwards and forwards across Twilight’s shaft with little to no time for proper rest. So instead of carefully rubbing and squeezing the changeling’s nutsack, the only thing she could do was to press her hands into the taut flesh, hoping that the chaotic strokes and gropes that she left would be enough to satisfy Twilight. For some reason, the idea of bringing Twilight more pleasure seemed very natural to Rarity’s intoxicated mind, as if her wholesome desire to see her friends happy and content had been corrupted into some debased need to provide the most orgasmic joy to her changeling assailant.

But such introspection was denied to Rarity’s brain, instead, it was constantly bombarded with strong, almost overwhelming sensations, emanating both from her abused throat and from her increasingly more needy snatch. And now her hands too had joined the action, grazing the smooth black skin of Twilight’s ballsack. After getting a feel for the size of the thing – and it was fucking huge! – Rarity pressed her palms into it, submerging her fingers into the flesh. She could sense a massive amount of thick liquid residing inside, giving in a little bit whenever she pressed harder. She didn’t know yet what exactly the changeling’s enormous testes held within, but she judged their contents to most likely be just as vile and disgusting and strangely alluring as Twilight’s cock itself was.

Rarity had found herself overcome with an unexplainable need to learn more about the fluid hidden inside Twilight’s nutsack. There was only one way to get it out of there. Luckily for her, Twilight was already doing a pretty good job at stimulating her shaft, her hips working overtime to ensure that every spot of her sensitive cockflesh was properly serviced by Rarity’s mouth. At this point, the poor mare had become intimately familiar with every vein and ridge of Twilight’s dick, as she could feel them very distinctly whenever they glided between her lips on their way to her throat or back from it.

But that didn’t mean it couldn’t be even better, and Rarity was determined to bring the most pleasure to her friend with her hands, trying to tenderly massage Twilight's balls despite having her head jerked around and being forced to kiss the changeling’s crotch every second. Her efforts had not gone to waste, as even that little bit of extra stimulation that her palms had brought to Twilight’s nutsack was very much appreciated. And Twilight expressed this appreciation in the only way she knew – by fucking Rarity’s face even harder.

While this kind of ‘reward’ would’ve outraged the mare just a few minutes ago, right now getting her nose smooshed into Twilight’s pelvis with even more force seemed like an absolutely delightful idea. Her ever-increasing desire to gobble up Twilight’s cock, of course, didn’t mean that she was willing to simply surrender to the changeling influence. She was just as committed to resisting Chrysalis’s demands as she was before. And so what if Rarity happened to enjoy the violation of her body by the changeling’s disgusting cock? That just meant that she was successfully resisting their attempts to break her by turning their own weapon against them!

Or maybe she was already under the effects of changeling corrupting influence and her clouded mind just couldn’t understand it? Unfortunately, that last thought didn’t have enough time to properly materialize within her head, as Twilight had become increasingly ferocious with the throat pounding that she was delivering to her friend. It was quite difficult for Rarity to form any kind of coherent thought when a huge smelly cock was constantly pistoning inside her mouth, bouncing her head around with little care for her well-being, and the last of her wits were used to keep her hands carefully massaging the sweaty nutsack of her abuser.

She felt the pressure increasing under the taut flesh as Twilight’s balls tensed up, preparing to fire their load. At the same time, the changeling gripped Rarity’s head harder, swiftly pulling her close and keeping her pressed tightly into the crotch. A moment later a powerful throb coursed through Twilight’s cock and a massive load of changeling gunk was discharged directly inside Rarity’s stomach. Wave after wave of thick foul slime followed, filling the mare’s belly up. Every time the shaft in her throat pulsed, she could feel another helping of changeling juice being forcefully deposited inside her.

Unbeknownst to Rarity at the moment, the slimy meal she’d received wasn’t simply weighing down her stomach and making her head spin with the sickening fumes that rose through her gullet. It had also a much more nefarious purpose, already starting its dirty work on her body and mind. Slowly, the vile fluid would spread through her body, both breaking the remnants of her resistance and transforming her into whatever her new master wanted her to be.

But Rarity didn’t even need to know all of that to understand that getting a full stomach of disgusting changeling slime wasn’t going to result in anything good for her. Or at least, that’s what the rational side of her mind was telling her. The side that was rapidly losing control over her actions and her rising debauched desires. Another voice was ringing ever louder inside her head, commenting on how great it was to have a nice warm meal churning inside her stomach instead of remaining starving and hungry as she was before. And how grateful she must be to her new ‘friends’ for providing her with this nutritious dinner.

As more and more ropes of pungent slime were shot inside Rarity’s belly, and Twilight showed no signs of caring for the other mare’s well-being, Rarity found herself quickly running out of air. A huge swelled up piece of maremeat lodged deep inside her throat was certainly quite an obstacle for the poor mare, not allowing her to breathe or even to move her head. Her arms had gone limp, hanging almost lifelessly underneath her and no longer servicing her friend’s ballsack as they should.

Rarity was barely conscious by the time Twilight’s cock finally stopped spurting out its vile load, still twitching lightly as the leftovers of changeling cum slowly leaked out of it. Twilight pulled her shaft out of Rarity’s mouth, which immediately prompted the violated mare to begin coughing and wheezing, filling her burning lungs with air and spewing out the nasty gunk that had remained in her throat. Every inhale brought a much-needed dose of life-giving oxygen into her body, mixed in with a nice helping of Twilight’s musk and cockstench.

“Now say ‘thanks’ and give me your best smile, Rara.” Twilight rubbed her cock on the mare’s face, grinning devilishly at her debasement.

Rarity’s mind was completely wrecked – it was already barely capable to withstand the violation that her body and her throat, in particular, had undergone, and now that the powerful changeling toxins had entered her bloodstream and hit her head it was almost impossible to keep up the resistance.

“Thank you…”

“Thank you, _mistress,_ ” Twilight corrected the mare, slapping Rarity’s muzzle with her cock as punishment.

“Ahh… Thank you, mistress.” Rarity’s voice sounded almost robotic as she repeated Twilight’s words, a terrible parody of a smile that she brandished, looked forced and pained, and was periodically broken by bouts of wet cough. But despite that, Twilight smiled in satisfaction upon hearing her victim’s meek surrender, clearly quite satisfied with her work.

Unfortunately, as soon as Rarity dared to think that her suffering might be over, her futile hopes were immediately dashed. Twilight didn’t even bother to wait for the mare to recover before grabbing her again and pinning her to the ground. Rarity was forced to lie on her back on the cold hard floor of the changeling cave while Twilight positioned herself comfortably on top of her. She felt Twilight’s wet flaccid cock slide across her thigh, lying eventually on top of her cunny. Such near presence of the changeling’s bitchbraker alone sent shivers through Rarity’s nethers, anxiously anticipating the coming penetration. She knew fully well now that Twilight won’t leave her until she had turned Rarity into a mind-broken thoroughly-fucked mess of a mare, and there was little she could do about it.

Twilight lowered herself, bringing her face-to-face with Rarity. The captive mare stared with morbid fascination on her friend’s glowing green eyes, attempting to detect at least a note of Twilight’s older self within. There was something still present there – a small fire of life, broken and corrupted as it was, and now serving only the changeling Queen. The Queen who was still silently observing her new servant break in her former friend. Rarity had long forgotten about their audience, her mind filled with much more pressing matters.

Such as the thick line of drool that was quickly descending on her face from Twilight’s lips. Before it could even hit Rarity’s skin, the changeling unceremoniously spat the slimy liquid out, hitting the mare’s muzzle with a light aerosol of saliva in the process. Though, most of the drool was ultimately deposited in a small pool on top of Rarity’s nose, slowly spreading out further and soaking into her fur.

The next shot was more accurate, landing squarely inside Rarity’s open mouth after Twilight spat it out. Admittedly, that taste wasn’t even that bad compared to the flavor of unwashed horsecock that she’d become so intimately familiar with in the last few minutes. In fact, it might even be better that Twilight had so generously supplied the mare with some liquid to wash away the filthy aftertaste of changeling dick from her mouth.

And meanwhile, that same huge brutish dick that had given poor Rarity so much trouble already was preparing for another assault. The mare could feel it stiffening again as Twilight started wiggling her hips and rubbing her shaft across Rarity’s belly.

“Are you ready to surrender your body and mind to the hive, Rarity?” Twilight asked with an evil grin on her lips. “The changes have already started, do you feel them?”

Rarity wanted to immediately spit out a negative response, to deny anything abnormal happening to her. As far as she was concerned the only things that she felt now were a direct result of the physical abuse she had just suffered. But as she concentrated a little bit more, Rarity started discerning some strange, unfamiliar, and certainly very troubling sensations spreading throughout her body. It was as if her very core had lighted up and some unnatural warmth started consuming her body from within. She could feel her skin tingling a little, her muscles relaxing, and even her very mind getting cloudy.

She raised her arm, bringing a hand to her face and looking at it with suspicion. To the horror of her ever-diminishing rational part, she noticed black cracks appearing on her skin; and if she watched for long enough, she could see them grow longer and thicker. But what was most terrifying, was how calm she remained despite this seemingly horrifying discovery. No matter how much she tried, Rarity just couldn’t bring herself to be worried about the transformation her body was undergoing. It seemed totally appropriate now, as if this is who she was meant to be all along. Being transformed into a changeling drone was simply a natural part of growing up to her now, no different from puberty she’d gone through in her teenage years.

Twilight observed with malevolent glee as Rarity stared in silent confusion upon her hand, still struggling to accept the dark signs of her coming fate. And while the mare was busy getting to terms with her new life, Twilight had already gotten in a proper position to plunge inside her victim, casually rubbing the drooling head of her cock across Rarity’s wet pussy lips. Completely disregarding all the conflict that had been going on inside the mare’s head, Rarity’s own nethers had long ago betrayed her, becoming just another tool of influence that changelings could use to corrupt her. Throughout the whole length of their deepthroat session, Rarity’s pussy had been twitching madly, lubing itself up and getting ready for this very moment to come. And now, after all the preparations had been completed, it was finally time for her aching cunny to receive the reward it so rightfully deserved.

Without any warning, Twilight pushed the tip of her shaft inside Rarity’s entrance, easily overpowering its feeble resistance. That had surely caught the mare’s attention, quickly diverting her focus from her hand to the intense feelings within her nethers. Twilight pursed her lips tauntingly in response to Rarity’s desperate expression.

The mare’s cunny had been preparing the whole duration of their steamy sessions for this part, yet even that wasn’t enough to ensure an uninterrupted passage of Twilight’s massive shaft inside. Unfortunately for her, the changeling didn’t care about such outdated concepts as ‘going slow’ or ‘letting your partner get used to it’, and was simply forcing her cock inside with the full power of her hips. In no time at all, Rarity could feel the medial ring hit her entrance and then quickly sink inside, stretching out her pussy even wider.

And as Rarity’s mouth opened in a low, almost pained moan, Twilight didn’t miss the chance to land another glob of spit between the mare’s lips. Rarity didn’t have the mental capacity to process the degrading action anyway. Her brain was mercilessly attacked by a virulent mix of conflicting sensations and emotions. The overwhelming feelings of both pain and pleasure within her nethers were even further amplified by the changeling transformation that was slowly taking effect across her whole body. Her throat was still raw from the brutal violation it had faced previously and she coughed periodically, spitting out little bits of Twilight’s cockslime that were stuck inside.

But very quickly one sensation started overpowering every other, rapidly taking control of her mind. A wave of pleasant tingles spread out from Rarity’s crotch through her whole body once Twilight finally hilted inside, pressing her cockhead into the mare’s cervix. The pain was subsiding much faster than Rarity would have anticipated, and instead, a perverted need to be ravaged began manifesting within her mind. The rising yearning in her eyes was immediately answered, as Twilight pulled back and then slammed her dick back inside, only to do it again, and again. Long, hard thrusts, perfect for breaking weak pony mares and turning them into needy sluts.

Loud smacks resounded through the room every time the pair’s nethers collided, filling the cavern with the kind of music often heard within the walls of changeling hive. And all the while, Rarity was forced to stare onto the cruel face of her former friend… and her current abuser. But Twilight’s new appearance didn’t seem so strange to her anymore, in fact, she thought she could see more and more of Twilight’s familiar self in the eyes of the changeling. The sadistic expression that she wore didn’t appear as starkly unfitting as it was before. Little by little, Rarity was filling up with affinity and love for her friend again, seeing more and more familiar features on Twilight’s face.

And yet, Twilight had not changed at all during the last minutes… but Rarity did. The near-orgasmic pleasure that spread from her nethers every time Twilight pushed inside had helped to hide the more subtle sensations of changeling’s foul substance doing its work on her body and her mind.

“Are you ready to take your princess’s eggs, drone?” Twilight made a particularly forceful thrust as she asked a question, rocking Rarity’s body. The dehumanizing language didn’t bother the mare nearly as much as it should, and a soft voice kept whispering within her mind, urging her to agree.

“I… I don’t… know.” She answered weakly, overwhelmed by sensations that kept pounding her brain. No matter how much she tried, she couldn’t come up with a good reason to keep resisting as all the effort she’d made before had been completely futile.

And Twilight’s cock felt so good inside of her…

“You don’t know?” The changeling chuckled. “Maybe you should submit to the ones who do know then? Instead of tiring yourself with questions that are clearly far beyond your comprehension, maybe it would be much better to just surrender to those who have been born to command the weak-minded drones like you?”

“Maybe…” Rarity’s uncertain answer had caused Twilight’s already quite devilish expression to grow even more sinister. She knew that her victim was firmly within her grasp now.

“You are nothing but a servant to the changeling hive. Bearing your ruler’s offspring is the greatest honor you could ever receive, drone.”

“May-… maybe...” Rarity was stuck in a loop. Fucked silly and barely conscious of Twilight’s words, all she was able to do was to pathetically gurgle out her responses, taking everything that was told to her at face value.

Twilight spat on her friend again, leaving a thick string of her filthy saliva on Rarity’s muzzle. Her own mind was getting increasingly clouded with near-orgasmic pleasure, but unlike her victim, she had surrendered to the depraved feelings long ago and was only getting more ferocious with her thrusts with each second.

Twilight’s powerful thighs tensed every time she pushed inside Rarity, and the mare’s toes curled in response as her body was wrecked by the pleasure of a large, hot changeling tool violating her most intimate place.

“Beg for my seed, drone.” Twilight suddenly slowed down her movements, still pounding Rarity’s pussy, but now doing it with more measured, longer thrusts.

“Whaaat? I… please…” Rarity needed a few moments to understand what Twilight was demanding of her. The only thing that she knew clearly at the moment was that her nethers were on fire and she wanted – no, needed! – her friend to keep fucking her at full speed. And yet, in the exact moment when Rarity began truly enjoying her predicament, the pleasure that she craved so much was unexpectedly denied to her.

“I said, beg for my seed, slave!” Twilight slapped Rarity’s face. The relatively weak hit served mostly as a warning and as an expression of dominance; it would’ve left a slight reddening on the mare’s cheek… if only it wasn’t already almost completely black. “There is a whole hive of sluts just like you, and each one of them would be absolutely ecstatic to be impregnated by their master, so why should you receive the privilege?”

“Please… fuck me… more…” Rarity didn’t know whether there was any truth to what Twilight was saying. She didn’t know whether there was really a whole hive of obedient slaves ready to receive Twilight’s filthy load or even whether what was happening with her right now was truly real and not just some deranged fever dream. The only things that were still stark within her mind were the rising need in her nethers, the aching emptiness of her womb, and the unstoppable desire to be ravaged and bred.

“Give me your seed, please. I need it.” She wanted to scream, to cry out in perverted desperation. But all that left her lips were soft pathetic pleas, yet even those resounded loudly in her ears in the near-empty cave.

“Keep at it. I want to hear you begging as I pump you full of my eggs. You understand that, drone?”

By now, Twilight’s cruel expression was deeply burned into Rarity’s brain. The only thing she could see at the moment was the naked malice on her friend’s face. And yet she was filled with love and affection for her assailant, and a strong desire to obey. Every sneer, every humiliating remark thrown at her had only left Rarity more desperate to earn Twilight’s approval.

“Yess! Fill me with your eggs, please... I don’t deserve it, but…”

“That’s right, you don’t deserve it, drone. Now you begin to understand. You deserve nothing. You _are_ nothing.” Twilight’s lips spread in a cruel, patronizing smile. “All that you are, all that you receive is given to you only by the grace of our benevolent Queen. Even your very life.”

“Yes, the Queen… the Queen…” Rarity mumbled. Chrysalis seemed like a distant memory by now. But as she remembered the Queen’s face again, her heart filled with admiration and an overpowering need to submit to the superior mare.

“Are you not going to thank our Queen for being so kind to you? You wouldn’t want to be ungrateful, would you?” Twilight hips continued working at full speed, smashing her cock into Rarity’s cunt without any interruption even as she talked in a soft, nefarious voice. Her speech was occasionally broken by her own pleasured exhales, as if she was discharging the ecstatic feelings that have built up within her.

Rarity was suddenly acutely aware of how unmannered she must’ve looked, not thanking the Queen for providing her with an opportunity to feel this divine pleasure. Her earlier aggressive outbursts now seemed like nothing more than a child’s whining, when she didn’t yet understand the gift that had been given to her. She was embarrassed to even think about it.

But the Queen, in her limitless mercy and wisdom, had allowed Rarity to enjoy the effects of the changeling’s gift anyway. That alone deserved the mare’s undying gratitude.

“Thank you, my Queen. Thank you for giving me…” What _had_ Chrysalis given her? Her life? The pleasure that was coursing through her now? “... everything… everything that I have…” Rarity didn’t know if the Changeling Queen was listening to her, or even if she was still in the room. She didn’t dare turn her sight away from Twilight’s face to check. Neither did she want to – she was completely mesmerized by the soft glow of her friend’s eyes, and increasingly more in love with Twilight’s evil expression. The fact that her friend was a changeling, and that her dark, cruel face barely resembled that of the original Twilight wasn’t even a concern in Rarity’s mind.

The broken mare continued heaping praises on her abusers, asking to be bred and humiliated even more, just as Twilight had demanded of her. Though by now, she wasn’t even doing it as a result of any threat or command, but simply because it seemed right and proper.

And she was quickly rewarded with the most intense pleasure she experienced yet, as Twilight pounded her into the cold hard ground of the cave with increasingly more powerful thrusts, encouraged by the mare’s eager submission. She sent a few more globs of her bubbly spit flying inside Rarity’s mouth while the mare talked, forcing her to stop for a second to swallow the filthy substance. Rarity, to her credit, didn’t seem to mind, quickly slurping up the slimy liquid and even reaching out with her tongue to lick up whatever had landed outside of her mouth.

And now she could feel even more pressure within her nethers, as Twilight’s ovipositor began swelling up and getting ready to give her exactly what she kept asking for. After performing a few more long, powerful thrusts, Twilight finally hilted inside Rarity’s marehood, making sure to bring her cockhead as close to her victim’s womb as possible.

Of course, as the first mighty shot of changeling vile seed left her shaft it became quite evident that that kind of diligence was not necessary. Given the ridiculous amount of filthy slime that Twilight was discharging inside her friend and the size of her cock, which blocked the way out completely, it was absolutely impossible for Rarity’s womb not to be immediately filled by the changeling’s juice.

And Rarity herself felt it very clearly – the alien warmth reaching deeper within her than she ever thought was possible. More and more waves followed and as the free space within her cunny was quickly filled, the liquid began to distend her tunnel in order to move around Twilight’s swelled up cock.

Rarity felt her own orgasm quickly coming up, triggered by Twilight’s release. Being a good obedient drone, she was only allowed to experience it after her master. In a sudden rush of passion, she brought her head up, locking her lips with Twilight in a deep kiss. The changeling didn’t offer any resistance, even encouraging the mare’s actions by pushing her own tongue out.

Pleasure exploded within Rarity’s nethers, shooting through her whole body and clouding her mind. She moaned into Twilight's mouth as her transformation and impregnation were finally complete. A day ago, Rarity would be completely appalled by her current appearance – anyone watching the pair would only see two changelings sprawled on the ground, gleefully embracing their debauchery. But now it seemed only natural to submit to the stronger species.s

Darkness began enveloping her, orgasmic joy slowly giving way to a light weakness and haziness as she began drifting off to sleep. Her head fell back to the floor, breaking the kiss. But she didn’t worry about that. A feeling of bliss and comfort filled her up, leaving her in a happy, euphoric daze.

The last things she heard were soft sounds of steps getting closer and a subtle, sinister chuckle coming from above.

“Good job, my student. Time for your next assignment.”

**Author's Note:**

> You can check out my other profiles at:  
> [FimFiction](https://www.fimfiction.net/user/366787/SpoonfedArt)  
> [SoFurry](https://spoonfed.sofurry.com/)  
> [Hentai-Foundry](http://www.hentai-foundry.com/user/Spoonfed/profile)


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